Common use of Purchaser’s Appointment as Attorney-In-Fact Clause in Contracts

Purchaser’s Appointment as Attorney-In-Fact. Seller hereby irrevocably constitutes and appoints Purchaser and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Purchaser’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, Seller hereby gives Purchaser the power and right, on behalf of Seller, without assent by, but with notice to, Seller, to do the following: (a) in the name of Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to any other Mortgage Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Purchaser for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Mortgage Loans whenever payable; (b) to pay or discharge taxes and liens levied or placed on or threatened against the Mortgage Loans; (A) to direct any party liable for any payment under any Mortgage Loans to make payment of any and all moneys due or to become due thereunder directly to Purchaser or as Purchaser shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Mortgage Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Mortgage Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Mortgage Loans or any proceeds thereof and to enforce any other right in respect of any Mortgage Loans; (E) to defend any suit, action or proceeding brought against Seller with respect to any Mortgage Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Purchaser may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Mortgage Loans as fully and completely as though Purchaser were the absolute owner thereof for all purposes, and to do, at Purchaser’s option and Seller’s expense, at any time, and from time to time, all acts and things which Purchaser deems necessary to protect, preserve or realize upon the Mortgage Loans and Purchaser’s liens thereon and to effect the intent of this Agreement, all as fully and effectively as such Seller might do; (d) to direct the actions of Custodian with respect to the Mortgage Loans under the Custodial Agreement; and (e) to execute, from time to time, in connection with any sale provided for in Section 7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Mortgage Loans. Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred on Purchaser hereunder are solely to protect Purchaser’s interests in the Mortgage Loans and shall not impose any duty upon it to exercise any such powers. Purchaser shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Purchaser’s Appointment as Attorney-In-Fact. Seller (a) Each Grantor hereby irrevocably constitutes and appoints the Purchaser and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller such Grantor and in the name of Seller such Grantor or in its own name, from time to time in Purchaser’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement in accordance with this Agreement, and, without limiting the generality of the foregoing, Seller each Grantor hereby gives the Purchaser the power and right, on behalf of Sellersuch Grantor, without notice to or assent by, but with notice to, Sellerby such Grantor, to do any or all of the followingfollowing upon the occurrence and during the continuation of an Event of Default, unless prohibited by any Requirement of Law: (ai) in the name of Seller, such Grantor or in its own name, or otherwise, to take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance Account or material Contractual Obligation subject to a Security Interest or with respect to any other Mortgage Loans Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed necessary and appropriate by the Purchaser for the purpose of collecting any and all such moneys due under any such mortgage insurance Account or material Contractual Obligation subject to a Security Interest or with respect to any other Mortgage Loans Collateral whenever payable; (bii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Purchaser may request to evidence the Purchaser’s security interest in such Grantor’s Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and liens Liens levied or placed on or threatened against the Mortgage LoansCollateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (iv) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (A) to direct any party liable for any payment under any Mortgage Loans of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Purchaser or as the Purchaser shall direct; (B) to ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Mortgage LoansCollateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any Mortgage Loansof the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Mortgage Loans Collateral or any proceeds portion thereof and to enforce any other right in respect of any Mortgage LoansCollateral; (E) to defend any suit, action or proceeding brought against Seller such Grantor with respect to any Mortgage LoansCollateral; (F) to settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Purchaser may deem appropriate; and (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Purchaser shall in its sole discretion determine; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Mortgage Loans of the Collateral as fully and completely as though the Purchaser were the absolute owner thereof for all purposes, and to do, at the Purchaser’s option and Sellersuch Grantor’s expense, at any time, and or from time to time, all acts and things which the Purchaser deems necessary to protect, preserve or realize upon the Mortgage Loans Collateral and the Purchaser’s liens thereon and the other Holders’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Seller Grantor might do;. (b) If any Grantor fails to perform or comply with any of its agreements contained in this Agreement, the Purchaser, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The reasonable expenses of the Purchaser or any other Holder incurred in connection with actions taken pursuant to the terms of this Agreement, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Obligations under the Purchase Agreement, from, and including, the date of payment by the Purchaser or such Holder to, and including, the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Purchaser or such Holder on demand. (d) to direct the actions of Custodian with respect to the Mortgage Loans under the Custodial Agreement; and (e) to execute, from time to time, in connection with any sale provided for in Section 7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Mortgage Loans. Seller Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof in accordance with Section 6.1(a). This power of attorney is a power All powers, authorizations and agencies contained in this Agreement are coupled with an interest and shall be irrevocable. The powers conferred on Purchaser hereunder are solely to protect Purchaser’s interests in irrevocable until this Agreement is terminated and the Mortgage Loans and shall not impose any duty upon it to exercise any such powers. Purchaser shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconductSecurity Interests created hereby are released.

Purchaser’s Appointment as Attorney-In-Fact. (a) Following the occurrence and during the continuance of an Event of Default, the Seller hereby irrevocably constitutes and appoints Purchaser the Deal Agent as agent for the Secured Parties and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-–in-–fact with full irrevocable power and authority in the place and stead of the Seller and in the name of the Seller or in its own name, from time to time in Purchaserthe Deal Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, the Seller hereby gives Purchaser the Deal Agent as agent for the Secured Parties the power and right, on behalf of the Seller, without assent by, but with notice to, the Seller, to do the following:following (in each case to the extent the Seller is not prohibited by Applicable Law or any applicable Contractual Obligation): (ai) in the name of the Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to any other Mortgage Loans Purchased Items and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Purchaser the Deal Agent for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Mortgage Loans Purchased Items whenever payable; (bii) to pay or discharge taxes and liens Liens levied or placed on or threatened against the Mortgage LoansPurchased Items; (iii) (A) to direct any party liable for any payment under any Mortgage Loans Purchased Items to make payment of any and all moneys due or to become due thereunder directly to Purchaser the Deal Agent as agent for the Secured Parties or as Purchaser the Deal Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Mortgage LoansPurchased Items; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Mortgage LoansPurchased Items; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Mortgage Loans Purchased Items or any proceeds thereof and to enforce any other right in respect of any Mortgage LoansPurchased Items; (E) to defend any suit, action or proceeding brought against the Seller with respect to any Mortgage LoansPurchased Items; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Purchaser the Deal Agent may deem appropriate, provided that same does not impose any civil or criminal liability on the Seller or the Guarantor; and (G) generally, to sell, transfer, pledge pledge, exercise rights and make any agreement with respect to or otherwise deal with any Mortgage Loans Purchased Items as fully and completely as though Purchaser the Deal Agent as agent for the Secured Parties were the absolute owner thereof for all purposes, and to do, at Purchaserthe Deal Agent’s option and the Seller’s expense, at any time, and from time to time, all acts and things which Purchaser that the Deal Agent deems necessary to protect, preserve or realize upon the Mortgage Loans Purchased Items and Purchaserthe Deal Agent’s liens Liens thereon and to effect the intent of this Agreement, all as fully and effectively as such Seller might do; (div) to direct the actions of the Custodian with respect to the Mortgage Loans Purchased Items under the Custodial Agreement; and (ev) to execute, from time to time, in connection with any sale provided for in Section 710.2, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Mortgage LoansPurchased Items. The Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. . (b) The powers conferred on Purchaser the Deal Agent hereunder are solely to protect the Deal Agent’s, the Purchaser’s and the other Secured Parties’ interests in the Mortgage Loans Purchased Items and shall not impose any duty upon it to exercise any such powers. Purchaser The Deal Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it the Deal Agent nor any of its officers, directors, employees or agents shall be responsible to the Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Purchaser’s Appointment as Attorney-In-Fact. Seller (a) Each Grantor hereby irrevocably constitutes and appoints the Purchaser and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller such Grantor and in the name of Seller such Grantor or in its own name, from time to time in Purchaser’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement in accordance with this Agreement, and, without limiting the generality of the foregoing, Seller each Grantor hereby gives the Purchaser the power and right, on behalf of Sellersuch Grantor, without notice to or assent by, but with notice to, Sellerby such Grantor, to do any or all of the followingfollowing upon the occurrence and during the continuation of an Event of Default, unless prohibited by any Requirement of Law: (ai) in the name of Seller, such Grantor or in its own name, or otherwise, to take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance Account or material Contractual Obligation subject to a Security Interest or with respect to any other Mortgage Loans Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed reasonably necessary and appropriate by the Purchaser for the purpose of collecting any and all such moneys due under any such mortgage insurance Account or material Contractual Obligation subject to a Security Interest or with respect to any other Mortgage Loans Collateral whenever payable; (bii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Purchaser may request to evidence the Purchaser’s security interest in such Grantor’s Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and liens Liens levied or placed on or threatened against the Mortgage LoansCollateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (iv) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (A) to direct any party liable for any payment under any Mortgage Loans of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Purchaser or as the Purchaser shall direct; (B) to ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Mortgage LoansCollateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any Mortgage Loansof the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Mortgage Loans Collateral or any proceeds portion thereof and to enforce any other right in respect of any Mortgage LoansCollateral; (E) to defend any suit, action or proceeding brought against Seller such Grantor with respect to any Mortgage LoansCollateral; (F) to settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Purchaser may deem appropriate; and (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Purchaser shall in its sole discretion determine; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Mortgage Loans of the Collateral as fully and completely as though the Purchaser were the absolute owner thereof for all purposes, and to do, at the Purchaser’s option and Sellersuch Grantor’s expense, at any time, and or from time to time, all acts and things which the Purchaser deems necessary to protect, preserve or realize upon the Mortgage Loans Collateral and the Purchaser’s liens thereon and the other Holders’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Seller Grantor might do;. (b) If any Grantor fails to perform or comply with any of its agreements contained in this Agreement, the Purchaser, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The reasonable expenses of the Purchaser or any other Holder incurred in connection with actions taken pursuant to the terms of this Agreement, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Obligations under the Purchase Agreement, from, and including, the date of payment by the Purchaser or such Holder to, and including, the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Purchaser or such Holder on demand. (d) to direct the actions of Custodian with respect to the Mortgage Loans under the Custodial Agreement; and (e) to execute, from time to time, in connection with any sale provided for in Section 7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Mortgage Loans. Seller Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereofhereof in accordance with Section 6.1(a). This power of attorney is a power All powers, authorizations and agencies contained in this Agreement are coupled with an interest and shall be irrevocable. The powers conferred on Purchaser hereunder are solely to protect Purchaser’s interests in irrevocable until this Agreement is terminated and the Mortgage Loans and shall not impose any duty upon it to exercise any such powers. Purchaser shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconductSecurity Interests created hereby are released.

Purchaser’s Appointment as Attorney-In-Fact. (a) Following the occurrence and during the continuance of a Termination Event, the Seller hereby irrevocably constitutes and appoints the Purchaser and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Seller and in the name of the Seller or in its own name, from time to time in the Purchaser’s 's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, the Seller hereby gives the Purchaser the power and right, on behalf of the Seller, without assent by, but with notice to, the Seller, to do the following:following (in each case to the extent the Seller is not prohibited by Applicable Law or any applicable Contractual Obligation): (ai) in the name of the Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to any other Mortgage Loans Purchased Items and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Purchaser for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Mortgage Loans Purchased Items whenever payable; (bii) to pay or discharge taxes and liens Liens levied or placed on or threatened against the Mortgage LoansPurchased Items; (A) to direct any party liable for any payment under any Mortgage Loans Purchased Items to make payment of any and all moneys due or to become due thereunder directly to the Purchaser or as the Purchaser shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Mortgage LoansPurchased Items; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Mortgage LoansPurchased Items; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Mortgage Loans Purchased Items or any proceeds thereof and to enforce any other right in respect of any Mortgage LoansPurchased Items; (E) to defend any suit, action or proceeding brought against the Seller with respect to any Mortgage LoansPurchased Items; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Purchaser may deem appropriate, provided that same does not impose any civil or criminal liability on the Seller or the Guarantor; and (G) generally, to sell, transfer, pledge pledge, exercise rights and make any agreement with respect to or otherwise deal with any Mortgage Loans Purchased Items as fully and completely as though the Purchaser were the absolute owner thereof for all purposes, and to do, at the Purchaser’s 's option and the Seller’s 's expense, at any time, and from time to time, all acts and things which that the Purchaser deems necessary to protect, preserve or realize upon the Mortgage Loans Purchased Items and the Purchaser’s liens 's Liens thereon and to effect the intent of this Agreement, all as fully and effectively as such Seller might do; (div) to direct the actions of the Custodian with respect to the Mortgage Loans Purchased Items under the Custodial Agreement; and (ev) to execute, from time to time, in connection with any sale provided for in Section 710.2, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Mortgage LoansPurchased Items. The Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. . (b) The powers conferred on the Purchaser hereunder are solely to protect the Purchaser’s 's interests in the Mortgage Loans Purchased Items and shall not impose any duty upon it to exercise any such powers. The Purchaser shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it the Purchaser nor any of its officers, directors, employees or agents shall be responsible to the Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Purchaser’s Appointment as Attorney-In-Fact. (a) Following the occurrence and during the continuance of a Termination Event, the Seller hereby irrevocably constitutes and appoints the Purchaser and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-attorney - in - fact with full irrevocable power and authority in the place and stead of the Seller and in the name of the Seller or in its own name, from time to time in the Purchaser’s 's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, the Seller hereby gives the Purchaser the power and right, on behalf of the Seller, without assent by, but with notice to, the Seller, to do the following:following (in each case to the extent the Seller is not prohibited by Applicable Law or any applicable Contractual Obligation): (ai) in the name of the Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to any other Mortgage Loans Purchased Items and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Purchaser for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Mortgage Loans Purchased Items whenever payable; (bii) to pay or discharge taxes and liens Liens levied or placed on or threatened against the Mortgage LoansPurchased Items; (A) to direct any party liable for any payment under any Mortgage Loans Purchased Items to make payment of any and all moneys due or to become due thereunder directly to the Purchaser or as the Purchaser shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Mortgage LoansPurchased Items; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Mortgage LoansPurchased Items; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Mortgage Loans Purchased Items or any proceeds thereof and to enforce any other right in respect of any Mortgage LoansPurchased Items; (E) to defend any suit, action or proceeding brought against the Seller with respect to any Mortgage LoansPurchased Items; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Purchaser may deem appropriate, provided that same does not impose any civil or criminal liability on the Seller or the Guarantor; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Mortgage Loans Purchased Items as fully and completely as though the Purchaser were the absolute owner thereof for all purposes, and to do, at the Purchaser’s 's option and Loan Purchase and Repurchase Agreement (Wachovia and Arbor) the Seller’s 's expense, at any time, and from time to time, all acts and things which that the Purchaser deems necessary to protect, preserve or realize upon the Mortgage Loans Purchased Items and the Purchaser’s liens 's Liens thereon and to effect the intent of this Agreement, all as fully and effectively as such Seller might do; (div) to direct the actions of the Custodian with respect to the Mortgage Loans Purchased Items under the Custodial Agreement; and (ev) to execute, from time to time, in connection with any sale provided for in Section 710.2, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Mortgage LoansPurchased Items. The Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. . (b) The powers conferred on the Purchaser hereunder are solely to protect the Purchaser’s 's interests in the Mortgage Loans Purchased Items and shall not impose any duty upon it to exercise any such powers. The Purchaser shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it the Purchaser nor any of its officers, directors, employees or agents shall be responsible to the Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.